What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-06 · 181 added, 324 removed, 655 unchanged (44% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Income (Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

(in millions, except shares (thousands) and per share data)

28 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

(in millions)

2 unchanged sentences

Cash Flow Hedges, net of tax:

Net gain (loss) on commodity contract cash flow hedges, net of tax of $( 0.2 ), $( 0.1 ), $( 0.1 ) and $ 0.5 , respectively

( 0.4 ) ( 0.6 ) — 1.0

Reclassifications of net (gain) loss on commodity contract cash flow hedges, net of tax $ 0.0 , $ 0.0 , $( 0.2 ) and $( 0.4 ), respectively

0.1 0.1 ( 0.5 ) ( 0.6 )

Net gain on commodity contract cash flow hedges, net of tax of $ 0.4 and $ 0.2 , respectively

Reclassifications of net (gain) loss on commodity contract cash flow hedges, net of tax of $ 0.0 and $( 0.2 ), respectively

Net loss on interest rate swap cash flow hedges, net of tax of $ 0.0 and $( 0.2 ), respectively

( 0.1 ) ( 1.8 ) ( 0.8 ) ( 1.3 )

Reclassifications of net (gain) on interest rate swap cash flow hedges, net of tax of $ 0.0 and $ 0.0 , respectively

— ( 0.2 ) ( 0.2 ) ( 0.4 )

Total Other Comprehensive Loss, net of tax ( 0.4 ) ( 2.5 ) ( 1.5 ) ( 1.3 )

Total Other Comprehensive Income (Loss), net of tax 1.2 ( 0.6 )

Comprehensive Income $ 60.5 $ 50.3

2 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

Assets September 30,

Assets March 31,

2026 December 31,

18 unchanged sentences

Storage gas prepayments 0.7 4.5

Income taxes receivable 28.7 6.8

Prepaid expenses 17.0 19.7

15 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

Capitalization and Liabilities September 30,

Capitalization and Liabilities March 31,

2026 December 31,

38 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

September 30,

Three Months Ended

(in millions)

6 unchanged sentences

Realized loss on commodity contracts and sale of assets — ( 1.1 )

Unrealized gain on investments and commodity contracts ( 1.8 ) ( 1.7 )

Unrealized loss on investments and commodity contracts 0.4 0.4

Employee benefits and compensation 0.1 —

Share-based compensation 3.5 2.3

Other, net — ( 0.2 )

Changes in assets and liabilities:

13 unchanged sentences

Proceeds from sale of assets 0.1 0.6

Acquisitions, net of cash acquired — 0.6

Environmental expenditures 0.1 0.1

5 unchanged sentences

Change in cash overdrafts due to outstanding checks ( 0.4 ) ( 1.7 )

Net borrowings (repayments) under line of credit agreements ( 103.5 ) 32.9

Proceeds from issuance of long-term debt 199.1 ( 0.1 )

Net borrowings under line of credit agreements 42.0 20.3

Repayment of long-term debt and finance lease obligation ( 2.0 ) ( 2.0 )

Net cash provided by financing activities 26.6 20.9

Net Decrease in Cash and Cash Equivalents ( 6.1 ) ( 3.3 )

Net Increase (Decrease) in Cash and Cash Equivalents 2.9 ( 7.2 )

Cash and Cash Equivalents—Beginning of Period 1.8 7.9

11 unchanged sentences

Compensation Treasury

Balance at June 30, 2024 22,299 $ 10.9 $ 755.8 $ 525.5 $ ( 1.6 ) $ 9.7 $ ( 9.7 ) $ 1,290.6

Net income — — — 17.5 — — — 17.5

Other comprehensive loss — — — — ( 2.5 ) — — ( 2.5 )

Dividend declared ($ 0.640 per share)

— — — ( 14.6 ) — — — ( 14.6 )

Issuance under various plans (3)

474 0.2 55.4 — — — — 55.6

Share-based compensation and tax benefit (4) (5)

— — 1.7 — — — — 1.7

Treasury stock activities — — — — — 0.1 ( 0.1 ) —

Balance at September 30, 2024 22,773 $ 11.1 $ 812.9 $ 528.4 $ ( 4.1 ) $ 9.8 $ ( 9.8 ) $ 1,348.3

Balance at December 31, 2024 22,899 $ 11.1 $ 830.5 $ 550.3 $ ( 1.7 ) $ 9.8 $ ( 9.8 ) $ 1,390.2

9 unchanged sentences

— — — — — 2.4 ( 2.4 ) —

Balance at September 30, 2024 22,773 $ 11.1 $ 812.9 $ 528.4 $ ( 4.1 ) $ 9.8 $ ( 9.8 ) $ 1,348.3

Balance at June 30, 2025 23,420 $ 11.4 $ 896.4 $ 594.1 $ ( 2.8 ) $ 12.5 $ ( 12.5 ) $ 1,499.1

Net income — — — 19.4 — — — 19.4

Other comprehensive loss — — — — ( 0.4 ) — — ( 0.4 )

Dividend declared ($ 0.685 per share)

— — — ( 16.3 ) — — — ( 16.3 )

Issuance under various plans (3)

125 0.1 15.1 — — — — 15.2

Share-based compensation and tax benefit (4) (5)

1 — 1.7 — — — — 1.7

Balance at September 30, 2025 23,546 $ 11.5 $ 913.2 $ 597.2 $ ( 3.2 ) $ 12.5 $ ( 12.5 ) $ 1,518.7

Balance at March 31, 2025 23,089 $ 11.2 $ 852.0 $ 586.4 $ ( 2.3 ) $ 12.2 $ ( 12.2 ) $ 1,447.3

Balance at December 31, 2025 23,896 $ 11.6 $ 962.8 $ 626.8 $ ( 2.7 ) $ 12.6 $ ( 12.6 ) $ 1,598.5

9 unchanged sentences

— — — — — 4.8 ( 4.8 ) —

Balance at September 30, 2025 23,546 $ 11.5 $ 913.2 $ 597.2 $ ( 3.2 ) $ 12.5 $ ( 12.5 ) $ 1,518.7

Balance at March 31, 2026 24,003 $ 11.7 $ 972.2 $ 669.3 $ ( 1.5 ) $ 17.4 $ ( 17.4 ) $ 1,651.7

(1) 2.0 million shares of preferred stock at $ 0.01 par value have been authorized.

1 unchanged sentence

accordingly, no information has been included in the Condensed Consolidated Statements of Stockholders’ Equity.

(2) Includes 128 thousand, 114 thousand, 113 thousand, and 108 thousand shares at September 30, 2025, December 31, 2024, September 30, 2024 and December 31, 2023, respectively, held in a Rabbi Trust related to our Non-Qualified Deferred Compensation Plan.

(3) Includes shares issued under the Retirement Savings Plan, DRIP and/or ATM program, as applicable.

(2) Includes 158 thousand, 129 thousand, 126 thousand, and 114 thousand shares at March 31, 2026, December 31, 2025, March 31, 2025 and December 31, 2024, respectively, held in a Rabbi Trust related to our Non-Qualified Deferred Compensation Plan.

(3) Includes shares issued under the Retirement Savings Plan, DRIP/DSPP and/or ATM program, as applicable.

(4) Includes amounts for shares issued for directors’ compensation.

(5) The shares issued under the SICP are net of shares withheld for employee taxes.

For the nine months ended September 30, 2025 and 2024, we withheld 8 thousand and 14 thousand shares, respectively, for employee taxes.

For the three months ended March 31, 2026 and 2025, we withheld 15 thousand and 8 thousand shares, respectively, for employee taxes.

The accompanying notes are an integral part of these condensed consolidated financial statements.

11 unchanged sentences

Recently Adopted Accounting Standards

Segment Reporting (ASC 280) - In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures, which modifies required disclosures about a public entity’s reportable segments and addresses requests from investors for more detailed information about a reportable segment’s expenses and a more comprehensive reconciliation of each segment's reported profit or loss.

We adopted ASU 2023-07 for our annual financial statements beginning January 1, 2024 and our interim financial statements beginning January 1, 2025.

ASU 2023-07 only impacts disclosures, and as a result, did not have an impact on our financial position or results of operations.

Income Taxes (ASC 740) - In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which modifies required income tax disclosures primarily related to an entity's rate reconciliation and information pertaining to income taxes paid.

10 unchanged sentences

We do not expect ASU 2025-06 to have a material impact on our financial position or results of operation.

Climate-Related Disclosures - In March 2024, the SEC issued a final rule that requires a public entity to provide disclosures surrounding material Scope 1 and Scope 2 emissions, climate-related risks and the material impact of those risks, and material climate targets and goals.

In April 2024, the SEC issued a stay on the final rule as a result of various petitions being filed that sought review of the final ruling in multiple courts of appeals.

In March 2025, the SEC withdrew its defense of the final rule.

We will continue to monitor any further developments related to the stay and review process.

Derivatives and Hedging (ASC 815) - In November 2025, the FASB issued ASU 2025-09, Hedge Accounting Improvements .

This update aims to align hedge accounting more closely with an entity's risk management activities.

The update focuses on reducing complexity and expands the eligibility of highly effective economic hedges.

ASU 2025-09 will be effective for our interim and annual financial statements beginning January 1, 2027.

We do not expect this ASU to have a material impact on our financial position or results of operation.

Interim Reporting (ASC 270) - In December 2025, the FASB issued ASU 2025-11, Narrow-Scope Improvements .

The update clarifies the scope and content requirements for interim financial reporting.

It will not fundamentally change

existing interim disclosure requirements but improves the navigability of the guidance.

ASU 2025-11 will be effective for our interim and annual financial statements beginning January 1, 2028.

ASU 2025-11 only impacts disclosures, and as a result, will not have an impact on our financial position or results of operations.

Federal Statute Updates

In July 2025, H.R.

1 (referred to as the "One Big Beautiful Bill Act") was signed into law.

The comprehensive legislative package contains, among other topics, significant tax law changes and regulatory compliance updates, with various effective dates, including provisions related to limitations of interest expense deductions and the reinstatement of bonus depreciation for qualified property.

These provisions of the One Big Beautiful Bill Act have had a positive impact on our income tax provision beginning in the third quarter of 2025, and we continue to evaluate the anticipated impacts to our financial position, results of operations, and/or cash flows on a go-forward basis.

In July 2025, the One Big Beautiful Bill Act (referred to as the "OBBBA") was signed into law.

The comprehensive legislative package includes, among other topics, significant tax law changes and regulatory compliance updates with various effective dates, including provisions related to the reinstatement of bonus depreciation for non-regulated qualified property, limitations of interest expense deductions, and modified provisions of the inflation Reduction Act related to production and investment tax credits.

The Company expects the provisions of the OBBBA to have a net favorable impact on its income tax position over the long term, primarily due to accelerated tax benefits associated with qualifying capital investments.

Calculation of Earnings Per Share

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

(dollars in millions, shares in thousands (except per share data))

9 unchanged sentences

Diluted Earnings Per Share $ 2.47 $ 2.21

There were no acquisitions completed during 2024 or during the nine months ended September 30, 2025.

The Company’s consolidated results include certain transaction and transition-related expenses for the three and nine months ended September 30, 2025 and 2024 related to the integration of the FCG acquisition which was completed in November 2023.

There were no acquisitions completed during 2025 or during the three months ended March 31, 2026.

The Company’s consolidated results include certain transaction and transition-related expenses for the three months ended March 31, 2025 related to the integration of the FCG acquisition which was completed in November 2023.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details on the FCG acquisition.

3 unchanged sentences

Typically, our customers pay for the goods and/or services we provide in the month following the satisfaction of our performance obligation.

The following tables display our revenue by major source based on product and service type for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(in millions) Regulated Energy Unregulated Energy Other Businesses and Eliminations Total Regulated Energy Unregulated Energy Other Businesses and Eliminations Total

Energy distribution

Delaware natural gas $ 10.9 $ — $ — $ 10.9 $ 9.5 $ — $ — $ 9.5

Florida natural gas distribution

42.3 — — 42.3 36.9 — — 36.9

Florida City Gas 40.8 — — 40.8 33.4 — — 33.4

FPU electric distribution 30.7 — — 30.7 29.9 — — 29.9

Maryland natural gas (1)

8.6 — — 8.6 8.3 — — 8.3

Total energy distribution 133.3 — — 133.3 118.0 — — 118.0

Energy transmission

Aspire Energy — 6.0 — 6.0 — 4.6 — 4.6

Aspire Energy Express 0.4 — — 0.4 0.4 — — 0.4

Eastern Shore 20.7 — — 20.7 19.6 — — 19.6

Peninsula Pipeline 14.6 — — 14.6 8.9 — — 8.9

Total energy transmission 35.7 6.0 — 41.7 28.9 4.6 — 33.5

Energy generation

Eight Flags — 4.9 — 4.9 — 4.3 — 4.3

Propane operations

Propane delivery operations — 22.2 — 22.2 — 22.9 — 22.9

CNG / RNG Services

Marlin Gas Services — 6.7 — 6.7 — 3.8 — 3.8

Other RNG — 1.0 — 1.0 — 0.1 — 0.1

Total CNG / RNG Services — 7.7 — 7.7 — 3.9 — 3.9

Other Businesses and Eliminations

Eliminations ( 22.6 ) ( 0.1 ) ( 7.5 ) ( 30.2 ) ( 16.3 ) ( 0.1 ) ( 6.0 ) ( 22.4 )

Total operating revenues (2)

$ 146.4 $ 40.7 $ ( 7.5 ) $ 179.6 $ 130.6 $ 35.6 $ ( 6.0 ) $ 160.2

(1) In accordance with the Maryland PSC approval of our natural gas base rate proceeding, effective April 2025, our natural gas distribution businesses in Maryland (Maryland natural gas division, Sandpiper Energy and Elkton Gas) are now consolidated for rate-making and other purposes and are reflected on a consolidated basis for all periods presented consistent with the final rate order.

See Note 5, Rates and Other Regulatory Activities , for additional information.

(2) Total operating revenues for the three months ended September 30, 2025 include other revenue (revenues from sources other than contracts with customers) of $ 0.1 million and $ 0.1 million for our Regulated Energy and Unregulated Energy segments, respectively, and $ 0.2 million and $ 0.1 million for our Regulated Energy and Unregulated Energy segments for the three months ended September 30, 2024.

The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for the Maryland natural gas operations and late fees .

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

The following tables display our revenue by major source based on product and service type for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in millions) Regulated Energy Unregulated Energy Other Businesses and Eliminations Total Regulated Energy Unregulated Energy Other Businesses and Eliminations Total

Energy distribution

Delaware natural gas $ 68.7 $ — $ — $ 68.7 $ 54.8 $ — $ — $ 54.8

Florida natural gas distribution

Delaware natural gas distribution $ 54.1 $ — $ — $ 54.1 $ 42.3 $ — $ — $ 42.3

FPU natural gas distribution

58.9 — — 58.9 51.3 — — 51.3

1 unchanged sentence

FPU electric distribution 27.6 — — 27.6 23.2 — — 23.2

Maryland natural gas (1)

Maryland natural gas distribution (1)

28.4 — — 28.4 25.3 — — 25.3

20 unchanged sentences

See Note 5, Rates and Other Regulatory Activities , for additional information.

( 2) Total operating revenues for the nine months ended September 30, 2025 include other revenue (revenues from sources other than contracts with customers) of $ 0.6 million and $ 0.3 million for our Regulated Energy and Unregulated Energy segments, respectively, and $ 0.9 million and $ 0.3 million for our Regulated Energy and Unregulated Energy segments, respectively, for the nine months ended September 30, 2024.

( 2) Total operating revenues for the three months ended March 31, 2026 include other revenue (revenues from sources other than contracts with customers) of $ 1.5 million loss and $ 0.1 million for our Regulated Energy and Unregulated Energy segments, respectively, and $ 0.5 million loss and $ 0.1 million for our Regulated Energy and Unregulated Energy segments, respectively, for the three months ended March 31, 2025.

The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for the Maryland natural gas operations and late fees.

1 unchanged sentence

The timing of revenue recognition, customer billings and cash collections results in trade receivables and customer advances (contract liabilities) in our condensed consolidated balance sheets.

The balances of our trade receivables, contract assets, and contract liabilities as of December 31, 2024 and September 30, 2025 were as follows:

The balances of our trade receivables, contract assets, and contract liabilities as of December 31, 2025 and March 31, 2026 were as follows:

Trade Receivables Contract Assets (Current) Contract Assets (Non-current) Contract Liabilities (Current)

9 unchanged sentences

Our performance obligation is satisfied over the term of the respective customer retail program on a ratable basis.

For the three and nine months ended September 30, 2025 and 2024, the amounts recognized in revenue were not material.

For the three months ended March 31, 2026 and 2025, the amounts recognized in revenue were not material.

Remaining Performance Obligations

Certain of our businesses have long-term fixed fee contracts with customers in which revenues are recognized when performance obligations are satisfied over the contract term.

Revenue for these businesses for the remaining performance obligations, at September 30, 2025, are expected to be recognized as follows:

Revenue for these businesses for the remaining performance obligations, at March 31, 2026, are expected to be recognized as follows:

(in millions) 2026 2027 2028 2029 2030 2031 2032 and thereafter

8 unchanged sentences

Delaware Natural Gas Rate Case:

In August 2024, our Delaware natural gas division filed an application for a natural gas rate case with the Delaware PSC seeking approval of the following:

In August 2024, our Delaware natural gas division filed an application for a natural gas rate case with the Delaware PSC.

In connection with the application we sought approval of the following:

(i) permanent rate relief of approximately $ 12.1 million with a ROE of 11.5 percent;

2 unchanged sentences

Annualized interim rates were approved by the Delaware PSC in the amount of $ 2.5 million and became effective in October 2024.

A settlement among the Company, PSC staff and the Delaware Division of the Public Advocate was reached and approved by the Delaware PSC in June 2025 providing an annual revenue increase of $ 6.1 million, as well as dividing the rate case into two phases.

Rates set to recover the approved components of the increase were effective in March 2025.

In October 2025, a settlement among the Company, PSC staff and the Delaware Division of the Public Advocate was reached for Phase II of the rate case addressing tariff-related changes including rate design and approved by the Delaware Public Service Commission with rates effective as of October 15, 2025.

A settlement among all interested parties was reached and approved by the Delaware PSC in June 2025 providing an annual revenue increase of $ 6.1 million, as well as dividing the rate case into two phases.

Rates set to recover the approved components of the increase were effective in March 2025 and approved tariff-related changes including rate design were effective as of October 15, 2025.

Maryland Natural Gas Rate Case:

4 unchanged sentences

and (iii) authorization to establish a rider for recovery of the costs associated with our new technology systems.

In August 2024, the Maryland natural gas distribution businesses, the Maryland OPC and PSC staff reached a settlement which provided for, among other things, an increase in annual base rates of $ 2.6 million.

In September 2024, the Maryland Public Utility Judge issued an order approving the related settlement agreement in part.

The $ 2.6 million increase in annual base rates was approved and the Company filed a Phase II filing in November 2024 to determine rate design across the Maryland natural gas distribution businesses, consolidation of the applicable tariffs and recovery of technology costs.

The hearing was held in March 2025, during which Phase II was approved, including an additional $ 0.9 million in revenue requirement for a total cumulative increase of $ 3.5 million.

In September 2024, the Maryland Public Utility Judge approved a $ 2.6 million increase in annual base rates, which was followed by the Company submitting a Phase II filing in November 2024 to determine rate design across the Maryland natural gas distribution businesses, consolidation of the applicable tariffs and recovery of technology costs.

In March 2025 the Phase II was approved, including an additional $ 0.9 million in revenue requirement, for a total cumulative increase of $ 3.5 million.

A final order was issued in April 2025 and included approval of the consolidation of the operations and the assets of CUC-Maryland Division, Sandpiper Energy, and Elkton Gas into one entity, which was renamed and operates as Chesapeake Utilities of Maryland, Inc.

Maryland Natural Gas Depreciation Study:

In January 2024, the Company's natural gas distribution businesses in Maryland filed a joint petition for approval of its proposed unified depreciation rates with the Maryland PSC.

A settlement among the Company, PSC staff and the Maryland OPC was reached and the final order approving the related settlement agreement went into effect in July 2024, with new depreciation rates effective as of January 1, 2023.

The approved depreciation rates resulted in an annual reduction in depreciation expense of approximately $ 1.2 million.

Wildlight Expansion:

5 unchanged sentences

Phase two will consist of two additional pipeline extensions.

The various phases of the project commenced in the first quarter of 2023, with construction on the overall project continuing through 2025.

The various phases of the project commenced in the first quarter of 2023, and construction was completed in 2025.

FCG Natural Gas Rate Case:

5 unchanged sentences

Oral arguments in the case were held in December 2024.

The Florida Supreme Court has yet to rule on the case.

The RSAM was recorded as either an increase or decrease to accrued removal costs which is reflected on the Company’s balance sheets and a corresponding increase or decrease to depreciation and amortization expense.

In order to earn the targeted regulatory ROE in each reporting period subject to the conditions of the effective rate agreement, RSAM is calculated using a trailing thirteen-month average of rate base and capital structure in conjunction with the trailing twelve-month regulatory base net operating income, which primarily includes the base portion of rates and other revenues, net of operations and maintenance expenses, depreciation and amortization, interest and tax expenses.

In general, the net impact of these income statement line items is adjusted, in part, by RSAM or its reversal to earn the targeted regulatory ROE.

At December 31, 2024, the RSAM reserve had been completely utilized.

In order to earn the targeted regulatory ROE in each reporting period subject to the conditions of the effective rate agreement, RSAM was calculated using a trailing thirteen-month average of rate base and capital structure in conjunction with the trailing twelve month regulatory base net operating income, which primarily included the base portion of rates and other revenues, net of operations and maintenance expenses, depreciation and amortization, interest and tax expenses.

In general, the net impact of these income statement line items was adjusted, in part, by RSAM or its reversal to earn the targeted regulatory ROE.

At December 31, 2024, the RSAM reserve was completely utilized.

FCG Depreciation Study:

1 unchanged sentence

The application is requesting approval of revised annual depreciation rates, as well as a reduction related to a reserve imbalance that would be amortized over a two-year period.

The outcome of the application is subject to review and approval by the Florida PSC.

The Florida OPC filed a motion to hold this filing in abeyance, which was denied in April 2025.

The OPC has since filed motions to reconsider and dismiss the docket, which were denied by the Florida PSC in September 2025.

At this time, the docket is set for hearing in December 2025.

Storm Protection Plan:

In 2020, the Florida PSC implemented the Storm Protection Plan ("SPP") and Storm Protection Plan Cost Recovery Clause ("SPPCRC") rules, which require electric utilities to petition the Florida PSC for approval of a Transmission and Distribution Storm Protection Plan that covers the utility’s immediate 10-year planning period with updates to the plan at least every 3 years.

The SPPCRC rules allow the utility to file for recovery of associated costs related to the SPP.

Our Florida electric distribution operation’s initial SPP plan was filed and approved in 2022, with modifications, by the Florida PSC.

Rates associated with this initiative were effective in January 2023.

In October 2024, the Florida PSC approved the Company's projected 2025 SPP costs of $ 20.4 million for both capital and operating expenses.

Our Florida electric distribution operations filed an updated SPP plan in January 2025 which was approved in June 2025, with modifications by the Florida PSC.

GUARD Program :

In February 2023, FPU filed a petition with the Florida PSC for approval of the GUARD program.

GUARD is a ten-year program to enhance the safety, reliability, and accessibility of portions of our natural gas distribution system.

We identified various categories of projects to be included in GUARD, which include the relocation of mains and service lines located in rear easements and other difficult to access areas to the front of the street, the replacement of problematic distribution mains, service lines, and maintenance and repair equipment and system reliability projects.

In August 2023, the Florida PSC approved the GUARD program, which included $ 205.0 million of capital expenditures projected to be spent over a 10-year period.

In February 2026, the Florida PSC approved a $ 6.8 million reserve imbalance to be amortized over the remaining life of the assets.

Florida City Gas Rate Case :

In April 2026, FCG filed a petition with the Florida PSC.

In connection with the application, we are seeking approval of the following:

(i) interim rate relief of approximately $ 16.2 million, subject to refund, pending the outcome of the rate case proceeding;

(ii) general base rate increase of $ 46.9 million with a ROE of 11.25 percent based on a 2027 projected test year;

(iii) reclassification of approximately $ 16.4 million in the existing SAFE program revenues from surcharge recovery to base rates;

(iv) authorization to retain the unamortized portion of the previously approved acquisition adjustment;

and (v) further implementation of the advanced metering infrastructure (“AMI”).

The outcome of the application will be subject to review and approval by the Florida PSC.

FCG SAFE Program :

4 unchanged sentences

In April 2024, FCG filed a petition with the Florida PSC to more closely align the SAFE Program with FPU's GUARD program.

Specifically, the requested modifications will enable FCG to accelerate remediation related to problematic pipe and facilities consisting of obsolete and exposed pipe.

These efforts will serve to improve the safety and reliability of service to FCG's customers and the modifications will result in an estimated additional $ 50.0 million in capital

expenditures associated with the SAFE Program, which would increase the total projected capital expenditures to approximately $ 255.0 million over a 10-year period.

Specifically, the requested modifications enable FCG to accelerate remediation related to problematic pipe and facilities consisting of obsolete and exposed pipe.

These modifications will improve the safety and reliability of service to FCG's customers and result in an estimated additional $ 50.0 million in capital expenditures associated with the SAFE Program, increasing the total projected capital expenditures to approximately $ 255.0 million over a 10-year period.

The Florida PSC approved the modifications in September 2024.

GUARD Program :

In February 2023, FPU filed a petition with the Florida PSC for approval of the GUARD program.

GUARD is a ten-year program to enhance the safety, reliability, and accessibility of portions of our natural gas distribution system.

In August 2023, the Florida PSC approved the GUARD program, which included $ 205.0 million of capital expenditures projected to be spent over a 10-year period.

Florida Mandatory Relocates :

In October 2025, FPU and FCG filed a joint petition for approval to establish a recovery surcharge for actual, estimated and projected relocation costs pursuant to the Florida Administrative Code which enables companies to recover the costs associated with relocating or reconstructing facilities that have been required by governmental entities.

The projected revenue requirement for 2026 is $ 0.5 million for FPU and $ 1.0 million for FCG.

The Florida PSC approved the petition in February 2026, with the surcharge effective in March 2026.

Storm Protection Plan:

The SPPCRC rules allow the utility to file for recovery of associated costs for the SPP.

Our Florida electric distribution operation’s initial SPP plan was filed and approved in 2022, with modifications, by the Florida PSC.

Rates associated with this initiative were effective in January 2023.

In October 2024, the Florida PSC approved the Company's projected 2025 SPP costs of $ 20.4 million for both capital and operating expenses.

Our Florida electric distribution operations filed an updated SPP plan in January 2025 which was approved in June 2025, with modifications by the Florida PSC.

FPU Electric Rate Case :

In August 2024, our Florida Electric division filed a petition with the Florida PSC seeking a general base rate increase of $ 12.6 million with a ROE of 11.3 percent based on a 2025 projected test year.

Annualized interim rates of approximately $ 1.8 million were approved with an effective date of November 1, 2024.

In March 2025, the Florida PSC approved the permanent rate increase, but the order was subsequently protested.

In May 2025, the Company reached a settlement agreement with the interested parties.

This settlement which was approved by the Florida PSC in July 2025, provided for a total revenue increase of approximately $ 8.6 million on an annual basis, with $ 1.0 million of the increase deferred from the first year's base rate increase and recovered over three years.

A step-up rate increase was also approved for up to $ 0.7 million, upon completion of the purchase and refurbishment of certain substations, which is expected to be completed in December 2026.

Newberry Expansion :

4 unchanged sentences

The Florida PSC approved it in April 2024.

Conversions of the community gas systems commenced in the second quarter of 2024 and are projected to be complete in the fourth quarter of 2025.

Conversions of the community gas systems commenced in the second quarter of 2024 and are projected to be complete in the second quarter of 2026.

East Coast Reinforcement Projects:

2 unchanged sentences

The Florida PSC approved the projects in March 2024.

New Smyrna Beach was placed into service during May 2025 and construction is projected to be complete for Boynton Beach in the fourth quarter of 2025.

New Smyrna Beach was placed into service during May 2025 and construction is projected to be complete for Boynton Beach in the second quarter of 2026.

Central Florida Reinforcement Projects :

In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreements with FPU for projects that will support additional supply to communities located in Central Florida which are also experiencing significant population growth.

Peninsula Pipeline proposed to construct several pipeline extensions which will support FPU's distribution system around the Plant City and Lake Mattie areas of Florida with an additional 5,000 Dts/d and 8,700 Dts/d, respectively.

The Florida PSC approved the projects in May 2024.

Peninsula Pipeline's extensions support FPU’s distribution system around the Plant City and Lake Mattie areas of Florida with an additional 5,000 Dts/d and 8,700 Dts/d, respectively.

The Florida PSC approved the projects in March 2024.

The Plant City project was completed in the fourth quarter of 2024, and the Lake Mattie project went into service in July 2025.

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Benefits of these projects include increased gas supply to serve expected FCG growth, strengthened system reliability and additional system flexibility.

The Florida PSC approved the petition at its July 2024 meeting with the projects estimated to be completed in the first half of 2026.

In October 2025, the Florida PSC approved amendments to the Transportation Service Agreements that were filed to include Peninsula Pipeline as a party to the related interconnection agreements.

The Florida PSC approved the petition at its July 2024 meeting.

In October 2025, the Florida PSC approved amendments to the Transportation

Service Agreements that were filed to include Peninsula Pipeline as a party to the related interconnection agreements.

The projects are underway and are estimated to be completed in the second half of 2026.

Cloud Project Amendment :

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The expansion will provide FPU with an additional 10,000 Dts/d.

The Florida PSC approved the project in May 2024, and it is expected to be complete in the fourth quarter of 2025.

Pioneer Supply Header Pipeline Project :

In March 2024, Peninsula Pipeline filed a petition with the Florida PSC for its approval of Firm Transportation Service Agreements with both FCG and FPU for a project that will support greater supply growth of natural gas service in southeast Florida.

The project consists of the transfer of a pipeline asset from FCG to Peninsula Pipeline.

Peninsula Pipeline will proceed to provide transportation service to both FCG and FPU using the pipeline asset, which supports continued customer growth and system reinforcement of these distribution systems.

The Florida PSC approved the petition in July 2024 and the project was completed in September 2024.

The Florida PSC approved the project in May 2024, and it is expected to be complete in the second quarter of 2026.

Miami Inner Loop Pipeline Projects:

In September 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of the Transportation Service Agreement with FCG for a series of projects that will enhance the infrastructure in Miami-Dade County.

The proposed expansion consists of the development of several pipeline projects to support growth and FCG's distribution system in the area, as well as enhance FCG's access to gas from various points in the

Miami-Dade County area.

The expansion was approved in February 2025 and interim services began in August 2025 with permanent facilities expected to be in service by the second quarter of 2026.

FPU Electric Rate Case :

Annualized interim rates of approximately $ 1.8 million were approved with an effective date of November 1, 2024.

In March 2025, the Florida PSC approved the permanent rate increase, but the order was subsequently protested.

In May 2025, the Company reached a settlement agreement with the interested parties to resolve all outstanding issues in its current base rate case, which was filed as a joint motion for approval with the Florida PSC.

This settlement which was approved by the Florida PSC in July 2025, provides for a total revenue increase of approximately $ 8.6 million on an annual basis, with $ 1.0 million of the increase deferred from the first year's base rate increase and recovered over three years.

A step-up rate increase was also approved for up to $ 0.7 million, upon completion of the purchase and refurbishment of certain substations, which is expected in December 2026.

Eastern Shore

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In January 2025, the FERC approved the project.

Construction has commenced and the project is expected to be placed into service in mid-2026 dependent on final FERC approval.

In June 2025, Eastern Shore filed a limited amended application with the FERC requesting revised initial transportation rates for the project.

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Eastern Shore requested expedited action by the FERC in relation to this matter and an approved order was issued in July 2025.

Construction commenced shortly after approval and is well underway.

The weather during the first quarter resulted in several brief slowdowns which had a cumulative impact on the overall timeline.

Project construction and commissioning are expected to be complete in the latter part of the year with the FERC approval process to immediately follow.

The Company expects to receive full approval for in-service of the facility by the beginning of 2027.

Salisbury Integrity Project:

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The project is necessary to comply with pipeline integrity management regulations of the Pipeline and Hazardous Materials Safety Administration ("PHMSA").

The project went into service in October 2025.

Capital Cost Surcharge:

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The capital cost surcharge mechanism was approved in Eastern Shore's last rate case.

There was no impact to the currently effective surcharge as a result of this filing.

There was a slight decrease to the revenue requirement of the currently effective surcharge as a result of the true-up.

The FERC issued an order approving the surcharge as filed effective April 1, 2026.

In connection with the TCJA, which was signed into law in December 2017, customer rates for our regulated businesses were adjusted as approved by the regulators.

Regulatory liabilities related to accumulated deferred income taxes (“ADIT”) associated with the TCJA amounted to $ 83.7 million and $ 84.6 million at September 30, 2025 and December 31, 2024, respectively.

Regulatory liabilities related to accumulated deferred income

taxes (“ADIT”) associated with the TCJA amounted to $ 83.1 million and $ 83.4 million at March 31, 2026 and December 31, 2025, respectively.

With the exception of the ADIT balance of $ 34.2 million attributable to Eastern Shore, such amounts are being amortized in accordance with approvals received from the Delaware, Maryland, and Florida PSCs in 2018 and 2019.

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and Winter Haven, Key West, Pensacola, Sanford and West Palm Beach, Florida.

As of September 30, 2025 and December 31, 2024, we had approximately $ 3.1 million and $ 3.2 million, respectively, in environmental liabilities related to the former MGP sites, and related regulatory assets of approximately $ 0.3 million and $ 0.3 million at the respective balance sheet dates for future recovery of environmental costs from customers.

As of March 31, 2026 and December 31, 2025, we had approximately $ 3.3 million and $ 3.1 million, respectively, in environmental liabilities related to the former MGP sites, and related regulatory assets of approximately $ 0.2 million at the respective balance sheet dates for future recovery of environmental costs from customers.

Environmental liabilities for our MGP sites are recorded on an undiscounted basis based on the estimate of future costs provided by independent consultants.

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The remaining remediation expenses for the Sanford MGP site are not material.

The remedial actions approved by the Florida Department of Environmental Protection have been implemented on the east parcel of our West Palm Beach, Florida, site.

Similar remedial actions have been initiated on the site's west parcel, and construction of the systems required to remediate the site are now complete with remediation activities ongoing as of September 30, 2025.

Remaining remedial costs for West Palm Beach, including completion of the construction for the system start-up on the west parcel, and continued operation and maintenance, are estimated to take between five and fifteen years of operation, maintenance and monitoring, and final site work for close out of the property is estimated to be bet ween $ 2.5 million and $ 5.2 million.

The remedial actions approved by the Florida Department of Environmental Protection have been implemented on the east and west parcels of our West Palm Beach, Florida, site.

These properties were sold to another party in December 2025, and no additional costs associated with remediation of the sites are anticipated.

Other Commitments and Contingencies

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These agreements commenced in November 2020 and expire in October 2030.

Florida Natural Gas has firm transportation service contracts with FGT and Gulfstream.

FPU natural gas has firm transportation service contracts with FGT and Gulfstream.

Pursuant to a capacity release program approved by the Florida PSC, all of the capacity under these agreements has been released to various third parties.

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If FPU fails to meet this standard, it must provide an Adequate Assurance of Performance which can include an irrevocable letter of credit, a prepayment, a security interest in an asset or a performance bond or guaranty.

As of September 30, 2025, FPU was in compliance with all of the requirements of its supply contracts.

As of March 31, 2026, FPU was in compliance with all of the requirements of its supply contracts.

Eight Flags provides electricity and steam generation services through its CHP plant located on Amelia Island, Florida.

In June 2016, Eight Flags began selling power generated from the CHP plant to FPU pursuant to a 20 -year power

purchase agreement for distribution to our electric customers.

In June 2016, Eight Flags began selling power generated from the CHP plant to FPU pursuant to a 20 -year power purchase agreement for distribution to our electric customers.

In July 2016, Eight Flags also started selling steam, pursuant to a separate 20 -year contract, to the landowner on which the CHP plant is located.

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The BOD has authorized us to issue corporate guarantees securing obligations of our subsidiaries and to obtain letters of credit securing our subsidiaries' obligations.

The maximum authorized liability under such guarantees and letters of credit as of September 30, 2025 was $ 40.0 million.

The aggregate amount guaranteed related to our subsidiaries at September 30, 2025 was $ 30.4 million with the guarantees expiring on various dates through September 2026.

The maximum authorized liability under such guarantees and letters of credit as of March 31, 2026 was $ 81.0 million.

The aggregate amount guaranteed related to our subsidiaries at March 31, 2026 was $ 52.4 million with the guarantees expiring on various dates through March 2027.

In addition, the BOD has authorized us to issue specific purpose corporate guarantees.

The amount of specific purpose guarantees outstanding at September 30, 2025 was $ 4.0 million.

As of September 30, 2025, we have issued letters of credit totaling $ 4.3 million related to various transportation, transmission, capacity and storage agreements as well as our primary insurance carriers.

These letters of credit have various expiration dates through April 2026 and to date, none have been used.

The amount of specific purpose guarantees outstanding at March 31, 2026 was $ 4.0 million.

As of March 31, 2026, we have issued letters of credit totaling $ 4.8 million related to various transportation, transmission, capacity and storage agreements as well as our primary insurance carriers.

These letters of credit have various expiration dates through October 2026 and to date, none have been used.

We do not anticipate that the counterparties will draw upon these letters of credit, and we expect that they will be renewed to the extent necessary in the future.

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• Regulated Energy .

Includes energy distribution and transmission services (natural gas distribution, natural gas transmission and electric distribution operations).

Includes regulated energy distribution and transmission services (natural gas distribution, natural gas transmission and electric distribution operations).

All operations in this segment are regulated, as to their rates and services, by the PSC having jurisdiction in each operating territory or by the FERC in the case of Eastern Shore.

• Unregulated Energy.

Includes energy transmission, energy generation (the operations of our Eight Flags' CHP plant), propane distribution operations, mobile compressed natural gas distribution and pipeline solutions operations, and sustainable energy investments including renewable natural gas-related investments.

Includes unregulated energy transmission, energy generation (the operations of our Eight Flags' CHP plant), propane distribution operations, mobile compressed natural gas distribution and pipeline solutions operations, and sustainable energy investments including renewable natural gas-related investments.

Also included in this segment are other unregulated energy services, such as energy-related merchandise sales and heating, ventilation and air conditioning, plumbing and electrical services.

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The remainder of our operations are presented as “Other Businesses and Eliminations,” which consists of unregulated subsidiaries that own real estate leased to the Company, as well as certain corporate costs not allocated to other operations.

The following table presents information about our reportable segments:

Three Months Ended September 30,

(in millions) Regulated Unregulated Other Businesses and Eliminations (1)

Total Regulated Unregulated Other Businesses and Eliminations (1)

Operating revenues, unaffiliated customers $ 145.8 $ 33.8 $ — $ 179.6 $ 130.2 $ 30.0 $ — $ 160.2

Intersegment revenues (2)

0.6 6.9 ( 7.5 ) — 0.4 5.6 ( 6.0 ) —

146.4 40.7 ( 7.5 ) 179.6 130.6 35.6 ( 6.0 ) 160.2

Natural gas, propane and electric costs 31.7 18.3 ( 7.6 ) 42.4 28.4 15.8 ( 6.0 ) 38.2

Operations and maintenance expenses 39.7 19.9 0.1 59.7 37.6 17.0 — 54.6

Depreciation and amortization 18.2 5.1 — 23.3 12.3 4.5 — 16.8

Other segment items (3)

7.9 1.3 — 9.2 8.3 1.4 — 9.7

Segment operating income $ 48.9 $ ( 3.9 ) $ — $ 45.0 $ 44.0 $ ( 3.1 ) $ — $ 40.9

Other income, net 0.2 0.5

Interest charges 18.2 17.1

Income before income taxes 27.0 24.3

Income taxes 7.6 6.8

Net Income $ 19.4 $ 17.5

Capital expenditures $ 108.1 $ 9.6 $ 5.1 $ 122.8 $ 89.0 $ 8.3 $ — $ 97.3

(1) Other revenues and other operating income (loss) amounts are attributable to eliminations and unregulated subsidiaries that own real estate leased to the Company.

(2) All significant intersegment revenues are billed at market rates and have been eliminated from consolidated revenues.

(3) Other segment items for each reportable segment include:

Regulated - Other taxes and transaction and transition costs related to the integration of FCG;

Unregulated - Other taxes .

Nine Months Ended September 30,

The following tables present information about our reportable segments:

Three Months Ended March 31,

(in millions) Regulated Unregulated Other Businesses and Eliminations (1)

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8.5 1.4 0.1 10.0 8.3 1.5 ( 0.1 ) 9.7

Segment operating income $ 161.2 $ 20.9 $ — 182.1 $ 142.6 $ 18.7 $ — 161.3

Operating income $ 71.1 $ 28.3 $ — 99.4 $ 60.5 $ 26.3 $ — 86.8

Other income, net — 0.6

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Unregulated - Other taxes.

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Identifiable Assets

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Common Stock Issuances

We maintain effective shelf registration statements with the SEC for the issuance of common stock in various types of equity offerings, including pursuant to our DRIP and ATM program.

Depending on our capital needs and subject to market conditions, we may issue additional shares under the direct stock purchase component of the DRIP in addition to other possible debt and equity offerings.

In November 2024, we established a new ATM program under which we may sell shares of our common stock up to an aggregate offering price of $ 100.0 million.

This current ATM program is active through November 2027.

For the nine months ended September 30, 2025 and 2024, we received net proceeds of $ 76.3 million and $ 56.8 million, respectively, associated with shares issued under the DRIP as well as shares issued under our ATM program.

We maintain effective shelf registration statements with the SEC for the issuance of common stock in various types of equity offerings, including pursuant to our DRIP/DSPP and ATM program.

Depending on our capital needs and subject to market conditions, we may issue additional shares under the direct stock purchase component of the DRIP/DSPP in addition to other possible debt and equity offerings.

In November 2024, we established a new ATM program under which we may sell shares of our common stock up to an aggregate offering price of $ 100.0 million, subject to an effective shelf registration statement.

For the three months ended March 31, 2026 and 2025, we received net proceeds of $ 5.1 million and $ 19.8 million, respectively, associated with shares issued under the DRIP/DSPP as well as shares issued under our ATM program.

Accumulated Other Comprehensive Loss

Defined benefit pension and postretirement plan items, unrealized gains (losses) of our propane swap agreements designated as commodity contract cash flow hedges, and the unrealized gains (losses) of our interest rate swap agreements designated as cash flow hedges are the components of our accumulated other comprehensive loss.

The following tables present the changes in the balances of accumulated other comprehensive loss components for the nine months ended September 30, 2025 and 2024.

agreements designated as cash flow hedges are the components of our accumulated other comprehensive income (loss).

The following tables present the changes in the balances of accumulated other comprehensive income (loss) components for the three months ended March 31, 2026 and 2025.

All amounts in the following tables are presented net of tax.

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Net current-period other comprehensive loss — 1.2 — 1.2

As of September 30, 2025 $ ( 2.1 ) $ ( 0.1 ) $ ( 1.0 ) $ ( 3.2 )

As of March 31, 2026 $ ( 1.7 ) $ 0.7 $ ( 0.5 ) $ ( 1.5 )

As of December 31, 2024 $ ( 2.1 ) $ 0.4 $ — $ ( 1.7 )

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Net prior-period other comprehensive income (loss) — 0.2 ( 0.8 ) ( 0.6 )

As of September 30, 2024 $ ( 2.6 ) $ 0.1 $ ( 1.6 ) $ ( 4.1 )

As of March 31, 2025 $ ( 2.1 ) $ 0.6 $ ( 0.8 ) $ ( 2.3 )

Deferred gains or losses for our commodity contract and interest rate swap cash flow hedges are recognized in earnings upon settlement and are included in the effects of gains and losses from derivative instruments.

Derivative Instruments , for additional details.

Amortization of the net loss related to the defined benefit pension plan and postretirement plans is included in the computation of net periodic cost (benefit).

See Note 12, Derivative Instruments , for additional details.

Amortization of the net loss related to the defined benefit pension plan and postretirement plans is included in the computation of net periodic cost (benefits).

See Note 10, Employee Benefit Plans , for additional details.

Employee Benefit Plans

Net periodic cost (benefit) for the FPU Pension Plan for the three and nine months ended September 30, 2025 and 2024 is set forth in the following table:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

(in millions)

Interest cost $ 0.6 $ 0.6 $ 1.8 $ 1.8

Expected return on plan assets ( 0.7 ) ( 0.8 ) ( 2.1 ) ( 2.2 )

Amortization of net loss 0.1 0.1 0.1 0.2

Total net periodic benefit $ — $ ( 0.1 ) $ ( 0.2 ) $ ( 0.2 )

Net periodic costs for our other pension and postretirement benefit plans were not material for the three and nine months ended September 30, 2025 and 2024.

In addition, total amounts reclassified from accumulated other comprehensive income (loss) and regulatory assets related to all pension and postretirement benefit plans were not material during the three and nine months ended September 30, 2025 and 2024.

Net periodic costs for our pension and postretirement benefit plans were not material for the three months ended March 31, 2026 and 2025.

The components of our net periodic costs (benefits) have been recorded or reclassified to other expense, net in the condensed consolidated statements of income.

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The portion of the unrecognized pension and postretirement benefit costs related to FPU’s unregulated operations and Chesapeake Utilities' operations is recorded to accumulated other comprehensive income (loss).

During the three and nine months ended September 30, 2025, there were no contributions to the FPU Pension Plan and we do not expect to contribute to the FPU Pension Plan during 2025.

During the three months ended March 31, 2026, there were no material contributions to our pension and postretirement plans and we do not expect to contribute to our pension and postretirement plans during 2026.

The Chesapeake SERP, the Chesapeake Postretirement Plan and the FPU Medical Plan are unfunded and are expected to be paid out of our general funds.

Cash benefits paid under these other postretirement benefit plans for the three and nine months ended September 30, 2025 were not material.

We expect to pay total cash benefits of approximately $ 0.3 million for these other postretirement benefit plans in 2025.

The Company has committed to terminating its FPU pension plan and is actively evaluating alternatives to settle the plan's obligations.

As a result, the investment strategy of the plan was adjusted in January 2026 to emphasize capital preservation and asset/liability matching.

Non-Qualified Deferred Compensation Plan

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The participants are credited with gains or losses on those investments.

Assets held in the Rabbi Trust, recorded as Investments on the condensed consolidated balance sheets, had a fair value of $ 16.8 million and $ 14.4 million at September 30, 2025 and December 31, 2024, respectively.

Assets held in the Rabbi Trust, recorded as Investments on the condensed consolidated balance sheets, had a fair value of $ 16.4 million and $ 17.2 million at March 31, 2026 and December 31, 2025, respectively.

The assets of the Rabbi Trust are at all times subject to the claims of our general creditors.

Share-Based Compensation

Our key employees and non-employee directors have been granted share-based awards through our SICP, which has awards outstanding under the current 2023 plan and the previous 2013 plan.

We record these share-based awards as

compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation.

Our key employees and non-employee directors have been granted share-based awards through our SICP, which has awards outstanding under the current 2023 plan.

We record these share-based awards as compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation.

The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted, and the number of shares to be issued at the end of the service period.

The table below presents the amounts included in net income related to share-based compensation expense for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

The table below presents the amounts included in net income related to share-based compensation expense for the three months ended March 31, 2026 and 2025:

Three Months Ended

(in millions)

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Our President and CEO has the right to issue awards of shares of our common stock to other officers and key employees of the Company contingent upon various performance goals and subject to SEC transfer restrictions.

We currently have several outstanding multi-year performance awards, which are based upon the successful achievement of long-term goals, growth and financial results and comprise both market-based and performance-based conditions and targets.

We currently have several outstanding multi-year performance awards, which are generally based upon the successful achievement of long-term goals, growth and financial results and comprise both market-based and performance-based conditions and targets.

The fair value per share, tied to a performance-based condition or target, is equal to the market price per share on the grant date.

For the market-based conditions, we used the Monte Carlo valuation to estimate the fair value of each share granted.

The table below presents the summary of the stock activity for awards to key employees for the nine months ended September 30, 2025:

The table below presents the summary of the stock activity for awards to key employees for the three months ended March 31, 2026:

(in thousands, except per share data) Number of Shares Weighted Average

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Expired ( 11 ) $ 121.68

Outstanding—September 30, 2025 289 $ 115.63

During the nine months ended September 30, 2025, we granted awards of 99 thousand shares of common stock to officers and key employees under the SICP, including awards granted in February 2025.

Outstanding—March 31, 2026 336 $ 118.77

During the three months ended March 31, 2026, we granted awards of 124 thousand shares of common stock to officers and key employees under the SICP.

The shares granted are multi-year awards that will vest no later than the three-year service period ending December 31, 2028.

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Total combined payments for the employees’ tax obligations to the taxing authorities were approximately $ 2.0 million.

At September 30, 2025, the aggregate intrinsic value of the SICP awards granted to key employees was approximately $ 39.0 million.

At September 30, 2025, there was approximately $ 7.7 million of unrecognized compensation cost related to these awards, which will be recognized through 2027.

At March 31, 2026, the aggregate intrinsic value of the SICP awards granted to key employees was approximately $ 42.4 million.

At March 31, 2026, there was approximately $ 13.3 million of unrecognized compensation cost related to these awards, which will be recognized through 2028.

Non-employee Directors

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Our directors receive an annual retainer of shares of common stock under the SICP for services rendered through the subsequent Annual Meeting of Stockholders.

Accordingly, our directors that served on the BOD as of May 2025 each received approximately 1 thousand shares of common stock, respectively, with a weighted average fair value of $ 134.05 per share.

At September 30, 2025, there was $ 0.6 million of unrecognized compensation expense related to shares granted to non-employee directors.

Accordingly, our directors that served on the BOD as of May 2025 or were appointed during 2025 each received approximately 1 thousand shares of common stock, respectively, with a weighted average fair value of $ 134.05 per share.

At March 31, 2026, there was $ 0.1 million of unrecognized compensation expense related to shares granted to non-employee directors.

This expense will be recognized over the remaining service period ending in May 2026.

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Occasionally, we may enter into interest rate swap agreements to mitigate risk associated with changes in short-term borrowing rates.

As of September 30, 2025, our natural gas and electric distribution operations did not have any outstanding derivative contracts.

As of March 31, 2026, our natural gas and electric distribution operations did not have any outstanding derivative contracts.

Volume of Derivative Activity

As of September 30, 2025, the volume of our commodity derivative contracts were as follows:

As of March 31, 2026, the volume of our commodity derivative contracts were as follows:

Business unit Commodity Contract Type Quantity hedged (in millions) Designation Longest Expiration date of hedge

Sharp Propane (gallons) Purchases 11.7 Cash flow hedges June 2028

Sharp Propane (gallons) Purchases 9.4 Cash flow hedges September 2028

Sharp entered into futures and swap agreements to mitigate the risk of fluctuations in wholesale propane index prices associated with the propane volumes that are expected to be purchased and/or sold during the heating season.

Under the futures and swap agreements, Sharp will receive the difference between (i) the index prices (Mont Belvieu prices in October 2025 through June 2028) and (ii) the per gallon propane swap prices, to the extent the index prices exceed the contracted prices.

Under the futures and swap agreements, Sharp will receive the difference between (i) the index prices (Mont Belvieu prices in April 2026 through September 2028) and (ii) the per gallon propane swap prices, to the extent the index prices exceed the contracted prices.

If the index prices are lower than the contract prices, Sharp will pay the difference.

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The change in the fair value of the swap agreements is recorded as unrealized gain (loss) in other comprehensive income (loss) and later recognized in the statement of income in the same period and in the same line item as the hedged transaction.

The amount of unrealized loss that we expect to reclassify from accumulated other comprehensive income (loss) related to our commodity cash flow hedges to earnings during the 12 -month period ended September 30, 2026 is $ 0.2 million.

Interest Rate Swap Activities

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In September 2022, we entered into a three-year interest rate swap with a notional amount of $ 50.0 million at pricing of 3.98 percent.

As of September 30, 2025, this swap had expired.

This swap expired in September 2025.

In August 2024, we entered into an additional interest rate swap through August 2029, at a notional amount of $ 50.0 million and pricing of 3.97 percent.

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Margin requirements consist of initial margin that is posted upon the initiation of a position, maintenance margin that is usually expressed as a percent of initial margin, and variation margin that fluctuates based on the daily mark-to-market relative to maintenance margin requirements.

We currently maintain a broker margin account for Sharp included within other current assets on the condensed consolidated balance sheets which had a balance of $ 2.4 million and $ 1.9 million as of September 30, 2025 and December 31, 2024, respectively.

We currently maintain a broker margin account for Sharp included within other current assets on the condensed consolidated balance sheets which had a balance of $ 2.3 million and $ 2.4 million as of March 31, 2026 and December 31, 2025, respectively.

Financial Statements Presentation

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We did not have any derivative contracts with a credit-risk related contingency.

Fair values of the derivative contracts recorded in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, are as follows:

Fair values of the derivative contracts recorded in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, are as follows:

Derivative Assets

Fair Value As Of

(in millions) Balance Sheet Location September 30, 2025 December 31, 2024

(in millions) Balance Sheet Location March 31, 2026 December 31, 2025

Derivatives designated as cash flow hedges

Propane swap agreements Derivative assets, at fair value $ 0.9 $ —

Interest rate swap agreements Derivative assets, at fair value — 0.1

Total Derivative Assets (1)

(1) Derivative assets, at fair value, include $ 0.1 million in current assets in the condensed consolidated balance sheet at September 30, 2025 and $ 0.6 million at December 31, 2024, with the remainder of the balances classified as long-term .

(1) Derivative assets, at fair value, include $ 0.8 million in current assets in the condensed consolidated balance sheet at March 31, 2026, with the remainder of the balances classified as long-term.

There were no current derivative asset at December 31, 2025,

Derivative Liabilities

Fair Value As Of

(in millions) Balance Sheet Location September 30, 2025 December 31, 2024

(in millions) Balance Sheet Location March 31, 2026 December 31, 2025

Derivatives designated as cash flow hedges

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Total Derivative Liabilities (1)

(1) Derivative liabilities, at fair value, include $ 0.5 million in current liabilities in the condensed consolidated balance sheet at September 30, 2025 and no current derivative liabilities at December 31, 2024, with the remainder of the balances classified as long-term.

(1) Derivative liabilities, at fair value, include $ 0.2 million in current liabilities in the condensed consolidated balance sheet at March 31, 2026 and $ 0.8 million at December 31, 2025, with the remainder of the balances classified as long-term.

The effects of gains and losses from derivative instruments on the condensed consolidated statements of income are as follows:

Amount of Gain (Loss) on Derivatives

Location of Gain For the Three Months Ended September 30, For the Nine Months Ended September 30,

Location of Gain For the Three Months Ended March 31,

(in millions) (Loss) on Derivatives 2026 2025

Derivatives designated as cash flow hedges

Propane swap agreements Revenues $ — $ — $ — $ ( 0.3 )

Propane swap agreements Unregulated propane and natural gas costs $ ( 0.1 ) $ 0.7

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Financial Assets and Liabilities Measured at Fair Value

The following tables summarize our financial assets and liabilities that are measured at fair value on a recurring basis and the fair value measurements, by level, within the fair value hierarchy as of September 30, 2025 and December 31, 2024:

Fair Value Measurements Using:

As of September 30, 2025 Fair Value Quoted Prices in

As of March 31, 2026 Fair Value Quoted Prices in

Active Markets

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Investments—mutual funds and other 16.3 16.3 — —

Total investments 14.4 13.3 — 1.1

Derivative assets 0.7 — 0.7 —

Total assets $ 17.2 $ 16.3 $ — $ 0.9

Derivative liabilities $ 1.4 $ — $ 1.4 $ —

The changes in the fair value of Level 3 investments for the nine months ended September 30, 2025 and 2024 were not material.

The changes in the fair value of Level 3 investments for the three months ended March 31, 2026 and 2025 were not material.

Investment income from the Level 3 investments is reflected in other income, net in the condensed consolidated statements of income.

At September 30, 2025, there were no non-financial assets or liabilities required to be reported at fair value.

At March 31, 2026, there were no non-financial assets or liabilities required to be reported at fair value.

We review our non-financial assets for impairment at least on an annual basis, as required.

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The fair value of short-term debt approximates the carrying value due to its near-term maturities and because interest rates approximate current market rates (Level 2 measurement).

At September 30, 2025, long-term debt, which includes current maturities but excludes debt issuance costs, had both a carrying value and estimated fair value of approximately $ 1.5 billion.

At December 31, 2024, long-term debt, which includes the current maturities but excludes debt issuance costs, had a carrying value of approximately $ 1.3 billion compared to an estimated fair value of $ 1.2 billion.

At March 31, 2026 and December 31, 2025, long-term debt, which includes current maturities but excludes debt issuance costs, had both a carrying value and estimated fair value of approximately $ 1.5 billion.

The fair value was calculated using a discounted cash flow methodology that incorporates a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, and with adjustments for duration, optionality, and risk profile.

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Our outstanding long-term debt is shown below:

September 30, December 31,

March 31, December 31,

(in millions) 2026 2025

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These Senior Notes have similar covenants and default provisions as our other Senior Notes.

On November 1, 2024, we issued 5.20 percent Senior Notes due in November 2029 in the aggregate principal amount of $ 100.0 million.

The proceeds received were used to reduce short-term borrowings under our Revolver and to fund capital expenditures.

These Senior Notes have similar covenants and default provisions as our other Senior Notes, and have semi-annual interest payments due on May 1 and November 1 of each year which began in 2025.

Shelf Agreements

We have entered into Shelf Agreements with Prudential and MetLife with terms that extend through February 2026 and June 2030, respectively, however neither of such lenders have any obligation to purchase debt thereunder.

In June 2025, we amended our Shelf Agreement with MetLife to expand the total borrowing capacity and extend the term of the agreement for an additional five years.

At September 30, 2025, a total of $ 305.0 million of borrowing capacity was available under these Shelf Agreements.

We have entered into Shelf Agreements with Prudential and MetLife, however neither of such lenders have any obligation to purchase debt thereunder.

We amended these agreements with Prudential and MetLife in February 2026 and June 2025, respectively, to expand the total borrowing capacity and extend the term of the agreements.

At March 31, 2026, a total of $ 343.3 million of borrowing capacity was available under these agreements with terms that extend through February 2029 and June 2030, respectively.

Short-Term Borrowings

As of September 30, 2025, we are authorized by our BOD to borrow up to $ 450.0 million of short-term debt, as required.

At September 30, 2025 and December 31, 2024, we had $ 95.8 million and $ 196.5 million, respectively, of short-term borrowings outstanding at a weighted average interest rate of 4.96 percent and 5.06 percent, respectively.

There were no borrowings outstanding under the sustainable investment sublimit of the 364-day tranche at September 30, 2025.

As of March 31, 2026, we are authorized by our BOD to borrow up to $ 450.0 million of short-term debt, as required.

At March 31, 2026 and December 31, 2025, we had $ 199.6 million and $ 158.0 million, respectively, of short-term borrowings outstanding at a weighted average interest rate of 4.66 percent and 4.73 percent, respectively.

There were no borrowings outstanding under the sustainable investment sublimit of the 364-day tranche at March 31, 2026.

In August 2024, we amended and restated our revolving credit agreement, which increased the total borrowing capacity under the Revolver to $ 450.0 million, including $ 250.0 million available under the 364-day tranche and $ 200.0 million available under the five-year tranche which expires in August 2029.

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We are required by the financial covenants in the Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent.

As of September 30, 2025, we were in compliance with this covenant.

Our total available credit under the Revolver at September 30, 2025 was $ 349.9 million.

As of September 30, 2025, we had issued $ 4.3 million in letters of credit to various counterparties under the Revolver.

As of March 31, 2026, we were in compliance with this covenant.

Our total available credit under the Revolver at March 31, 2026 was $ 245.6 million.

As of March 31, 2026, we had issued $ 4.8 million in letters of credit to various counterparties under the Revolver.

These letters of credit are not included in the outstanding short-term borrowings and we do not anticipate that they will be drawn upon by the counterparties.

The letters of credit reduce the available borrowings under the Revolver.

We have entered into lease arrangements for office space, land, equipment, pipeline facilities and warehouses.

These lease arrangements enable us to better conduct business operations in the regions in which we operate.

Office space is leased to provide adequate workspace for our employees in several locations throughout our service territories.

We lease land at various locations throughout our service territories to enable us to inject natural gas into underground

storage and distribution systems, for bulk storage capacity, for our propane operations and for storage of equipment used in repairs and maintenance of our infrastructure.

We lease natural gas compressors to ensure timely and reliable transportation of natural gas to our customers.

We also lease warehouses to store equipment and materials used in repairs and maintenance for our businesses.

Some of our leases are subject to annual changes in the Consumer Price Index (“CPI”).

While lease liabilities are not re-measured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

A 100-basis-point increase in CPI would not have resulted in material additional annual lease costs.

Most of our leases include options to renew, with renewal terms that can extend the lease term from one to 25 years or more.

The exercise of lease renewal options is at our sole discretion.

The amounts disclosed in our condensed consolidated balance sheet at September 30, 2025, pertaining to the right-of-use assets and lease liabilities, are measured based on our current expectations of exercising our available renewal options.

Our existing leases are not subject to any restrictions or covenants that would preclude our ability to pay dividends, obtain financing or enter into additional leases.

As of September 30, 2025, we have not entered into any leases, which have not yet commenced, that would entitle us to significant rights or create additional obligations.

Total operating lease cost included in our condensed consolidated statements of income were not material for the three and nine months ended September 30, 2025 and 2024.

Total cash paid for amounts included in the measurement of lease liabilities included in our condensed consolidated statements of cash flows were not material for the nine months ended September 30, 2025 and 2024.

The following table presents the balance and classifications of our right of use assets and lease liabilities included in our condensed consolidated balance sheets at September 30, 2025 and December 31, 2024:

(in millions) Balance sheet classification September 30, 2025 December 31, 2024

Operating lease assets Operating lease right-of-use assets $ 9.6 $ 10.5

Operating lease liabilities Other accrued liabilities $ 1.9 $ 2.4

Operating lease liabilities Operating lease - liabilities 8.0 8.7

Total lease liabilities $ 9.9 $ 11.1

The following table presents our weighted-average remaining lease terms and weighted-average discount rates for our operating leases at September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

Weighted-average remaining lease term ( in years )

Operating leases 7.5 7.7

Weighted-average discount rate

Operating leases 3.5 % 3.5 %

The following table presents the future undiscounted maturities of our operating and financing leases at September 30, 2025 and for each of the next five years and thereafter:

(in millions) Operating Leases (1)

Remainder of 2025 $ 0.6

Thereafter 3.0

Total lease payments 11.2

Interest ( 1.3 )

Present value of lease liabilities $ 9.9

(1) Operating lease payments include $ 2.0 million related to options to extend lease terms that are reasonably certain of being exercised.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements